(Note
1) The Overseas Member will receive 10 licenses to use the FLIP programs in the load module and can simultaneously run the programs in a maximum of ten computers connected with LAN, i.e. connected through common segment and capable to communicate without a rooter or similar device (in the vicinity with each other or on the same floor). If you want to run the FLIP programs using computers through LAN connecting one department and other distant departments in the same organization, such as New York office and San Francisco office, the FLIP programs may not work normally depending on your network condition. For confirmation of operation through LAN, we have prepared a protection dongle for rent. If you want to confirm operation, please check “Not Confirmed (I wish to confirm operation beforehand)”. We will send you a protection dongle for rent for operation confirmation.

(Note 2) Admission to
the Overseas Membership is subject to the approval by the president or the
director in charge of the FLIP Consortium and needs the recommendation by the
reference. Please select one international Advisor from the list as your
reference.

Before applying for the Overseas Membership, please check the following
"FLIP Consortium Overseas Membership Terms and Conditions" and
"Articles of Incorporation".
If you accept the following documents, select the checkbox below and press
"Send" button.

FLIP Consortium Overseas Membership Terms and Conditions

Effective Date: October 23, 2017
Revised on: April 2, 2018

These FLIP Consortium Overseas Membership Terms and Conditions (“Terms and Conditions”) set forth the terms and conditions for the rights and obligations between the General Incorporated Association FLIP Consortium (“FLIP Consortium”) and Overseas Members. It is necessary to read and agree to the entire Terms and Conditions for becoming Overseas Members.

Article 1. Aim and Activities of the FLIP Consortium
The aim of the FLIP Consortium is to promote academic and engineering
science through research and development on upgrading and the advanced
use of the computer programs “Finite Element Analysis Program of LIquefaction
Process/Response Of Soil-Structure Systems during Earthquakes” (“the FLIP
ROSE® Program”) and “Finite Element Analysis Program of LIquefaction Process/Total
and Updated Lagrangian Analysis Program of LIquefaction Process” (“the
FLIP TULIP® Program”), thereby advancing the state-of-practice in evaluating
seismic performance of social infrastructures. The FLIP Consortium will
be engaged in the following activities worldwide:
(1) Research and development on upgrading the FLIP ROSE®, FLIP TULIP®
and associated programs (hereinafter collectively referred to as “FLIP
Programs”) and promoting advanced applications thereof;
(2) Distributing the FLIP Programs and related manuals, allowing the use
of the FLIP Programs within the FLIP Consortium, hosting seminars for beginners
and workshops/working groups for advanced users, and offering general technical
support on the FLIP Programs;
(3) Promoting the sales of the FLIP Programs to third parties and providing
general technical support in relation therewith;
(4) Performing analysis and investigation using the FLIP Programs; and
(5) Other activities for achieving the aim of the FLIP Consortium.

Article 2. Overseas Membership
Overseas Membership is granted to the Overseas Member subject to the provisions
of these Terms and Conditions. The Overseas Members shall be overseas juridical
person or individual in overseas as defined by paragraphs 2 (3) and (4)
of Article 6 of the Articles of Incorporation and shall endorse the aim
of the FLIP Consortium. The Overseas Member will be a member of a sub-group
of “user members” of the FLIP Consortium. The Overseas Member shall obtain
the approval of the president or the director in charge for the admission
of user members. The Overseas Member shall be responsible for the Admission
fee (“Admission Fee”) and annual membership dues (”Annual Membership Dues”)
as set out separately in Article 3 of these Terms and Conditions. Each
membership granted to the Overseas Member is only effective in and shall
be limited to each registered country or region-equivalent (as adopted
by the Olympic Games).

Article 3. Admission Fee and Annual Membership Dues
The terms for the Admission Fee and Annual Membership Dues of the Overseas
Member shall be as follows:
(1) The Admission Fee is 2,000,000 JPY excluding all import duties, taxes, withholding taxes, charges and other additional costs (collectively, “Other Costs”);
(2) The fiscal year of the FLIP Consortium is from July 1 through June
30 of the following year (“Fiscal Year”);
(3) The Overseas Member is entitled to receive one set of the FLIP Programs
(10 licenses in the load module) as set forth in Article 4 of these Terms
and Conditions. For registration of additional set(s) of the Programs,
if the Overseas Member wishes to obtain, the Overseas Member shall pay
1,000,000 JPY per set excluding all Other Costs in addition to the Admission
Fee;
(4) Once the Overseas Member withdraws from the membership, the Overseas Member who wishes to become the Overseas Member again shall pay 1,000,000 JPY excluding all Other Costs as Readmission Fee;
(5) The Annual Membership Dues are 300,000 JPY excluding all Other Costs
and will be effective until June 30 of each year;
(6) When application is made after July 1 for a certain Fiscal Year, the
Annual Membership Dues are 300,000 JPY excluding all Other Costs and will
be effective only to the end of such Fiscal Year;
(7) The Annual Membership Dues cover the cost of Q&A service for one person;
(8) For registration of additional person(s) for Q&A service, the Overseas
Member shall pay 100,000 JPY per person per year excluding all Other Costs
in addition to the Annual Membership Dues;
(9) The Admission Fee and Annual Membership Dues are non-refundable;
(10) The Overseas Member shall bear all Other Costs incurred by it in the maintenance of its membership; and
(11) In case of financial difficulties of the FLIP Consortium, these Terms
and Conditions shall be terminated and a new terms and conditions with
an increase of amount in the Annual Membership Dues shall be prepared by
the FLIP Consortium.

Article 4. Rights of the Overseas Member
The Overseas Member is entitled to receive an unconditional, non-exclusive right to use the FLIP Programs including the upgraded and enhanced FLIP Programs (excluding the FLIP Programs upgraded and enhanced by a member of the FLIP Consortium or those which are not approved by the FLIP Consortium) and the related manuals (within the geographical area as defined by Article 2 in these Terms and Conditions and within the organization having the membership) and receive general support service (technical answer (Q&A) service) on the FLIP Programs. For the avoidance of doubt, the Overseas Member is not entitled to receive the source code, but will receive 10 licenses in the load modules of the FLIP Programs either in English or Japanese according to the Overseas Member’s choice. The Overseas Member will also receive either the English or Japanese version of the manuals for the FLIP Programs. The Overseas Members shall accept the possibility that the upgraded and enhanced FLIP Programs in English version and the related manuals in English version may be distributed later than those in Japanese version. The Overseas Member shall accept the fact that the FLIPGEN Program in English version is not compatible with the FLIPGEN Program in Japanese version. The Overseas Member has the right to participate in events of the FLIP Consortium, including seminars and Working Groups for advanced application on FLIP in Japan (only provided in Japanese). The Overseas Member may download the Working Group Report (only in Japanese) for Advanced Application and Upgrading of FLIP Programs (WG Report) from the FLIP Consortium Overseas Member Page. The Overseas Member shall bear the actual cost of printing WG Report if the Overseas Member wishes to obtain a printed version of WG Report.

Article 5. Technical (Q&A) Service
The FLIP Consortium shall make its reasonable efforts to answer the technical
questions raised and received from the Overseas Members, as far as the
questions belong to general issues on the FLIP Programs and are not related
to any specific engineering project or the like. The technical questions
shall not include the problems caused by or related to the modified applications
of FLIP Programs produced by the Overseas Member and the preprocessors
and postprocessors of the FLIP Programs other than the preprocessors and
postprocessors distributed by the FLIP Consortium. The technical questions
shall be written only in either Japanese or in English according to the
language version the Overseas Member is entitled to and sent through e-mail
to the e-mail address designated by the FLIP Consortium. If the Overseas
Member wishes to use more than one language for the technical questions,
the Overseas Member shall register additional person(s) for Q&A service
as set forth in item (8) of Article 3 in these Terms and Conditions. The
average return time required for an answer to a question is approximately
two weeks from the receipt of the question.

Article 6. Obligations of the Overseas Member
The Overseas Member shall undertake the following obligations under these
Terms and Conditions:
(1) The Overseas Member shall not transfer its membership, rights or obligations
under these Terms and Conditions to any third party;
(2) The Overseas Member shall not transfer the duplicate of the FLIP Programs (including any modification or derivative made by the Overseas Member) to any third party nor permit any third party to use the FLIP Programs during and after the termination of these Terms and Conditions;
(3) The Overseas Member shall take all necessary measures for preventing
any unauthorized transfer of the FLIP Programs to any third party during
and after the termination of these Terms and Conditions; and
(4) In the event of a breach of Obligations defined by above items of these
Terms and Conditions, a part of the Rights of the Overseas Member defined
by Article 4 in these Terms and Conditions may be subject to restriction
as one of the measures necessary for preventing such breaches.

Article 7. Delivery, Export Controls and Taxes
Any product to be delivered from the FLIP Consortium will be delivered
ex works, as defined in INCOTERMS 2010, at the FLIP Consortium’s premises.
With respect to the export of the said product or import of the same, the
Overseas Member shall comply with all applicable laws and regulations,
and shall be responsible for obtaining and/or filing all necessary permits
and authorizations as well as conducting other procedures required by such
laws and regulations. Any and all Other Costs are not included in the Annual
Membership Dues and Admission Fee. The Overseas Member may not deduct all
Other Costs from the Annual Membership Dues and the Admission Fee to be
paid to the FLIP Consortium. The Overseas Member shall exclusively bear
all Other Costs. The Overseas Member shall submit to the FLIP Consortium
a certificate of all Other Costs paid by the Overseas Member. The parties
agree to cooperate in all respects necessary to take advantage of the benefits
of any applicable tax treaty.

Article 8. Withdrawal from Membership
The Overseas Member is free to withdraw from its membership at any time
by submitting a notice of withdrawal in the form set out separately by
the FLIP Consortium.

Article 9. Expulsion
If any of the following applies to the Overseas Member, the Overseas Member
may be expelled from the FLIP Consortium by a special resolution of the
general meeting of its members:
(1) In the event of a breach by the Overseas Member of the Articles of Incorporation or any of the regulations of the FLIP Consortium;
(2) In the event of any act by the Overseas Member damaging the reputation
of the FLIP Consortium, or any action by the Overseas Member contrary to
the aims of the FLIP Consortium; or
(3) Any occurrence or event that in the judgment of the FLIP Consortium warrants expulsion.

Article 10. Loss of Eligibility
The Overseas Member shall lose eligibility to its membership if any of the following applies:
(1) Failure to pay Annual Membership Dues for one year or longer;
(2) Upon agreement by all voting members of the FLIP Consortium;
(3) In the event of death or dissolution of the Overseas Member; or
(4) In the event that a member no longer satisfies the requirements for qualifying the type of members set forth in the Articles of Incorporation or other rules of the FLIP Consortium. However, a member is allowed to be a member of other type, if the member meets the requirements for qualifying the other type and the change of type of members is approved by the FLIP Consortium as set forth in Article 7 in the Articles of Incorporation.

Article 11. Rights and Obligations of Overseas Member after Loss of Membership
The Overseas Member who has lost its membership in accordance with the preceding three articles shall be denied the rights of its membership and be relieved of its obligations. However, the Overseas Member who has lost its membership will be able to continue its own use of the FLIP Programs, limited to the latest version of the FLIP Programs available during its Overseas Membership, and only within its organization. No exemption may be granted to the Overseas Member for any obligations already incurred but not yet carried out at the time of loss of the Overseas Membership.

Article 12. Warranty
All computer programs (including without limitation, the FLIP Programs), software, documentation and technical support provided by the FLIP Consortium to the Overseas Member are provided "as is", without warranty of any kind, expressed or implied, as to its performance, accuracy or completeness. The FLIP Consortium makes no warranties, expressed or implied, that they (i) are free of error, (ii) are consistent with any particular standard of merchantability including without limitation any implied warranties of merchantability or fitness for a particular purpose, (iii) do not infringe third party rights or (iv) will meet the Overseas Member’s requirements for any particular application. The Overseas Member is advised not to rely, and hereby represents that it shall not rely, on the FLIP Programs for any purpose. The entire risk arising out of the Overseas Member’s use or performance of the FLIP Programs remains with the Overseas Member.

Article 13. Disclaimer
To the maximum extent permitted by applicable law, the FLIP Consortium disclaims all liability for direct, indirect, special, incidental, punitive or consequential damages resulting from these Terms and Conditions or the Overseas Member’s use of or the inability to use the computer programs (including, without limitation, the FLIP Programs), software, documentation and technical support, whether arising in tort (including negligence), contract or any other theory of law (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss), even if advised of the possibility of such damages. Notwithstanding anything to the contrary set forth in these Terms and Conditions, the FLIP Consortium’s sole liability in connection with these Terms and Conditions, whether arising out of contract, negligence, strict liability or other theory, shall be limited to direct monetary damages, which shall not exceed, in the aggregate, the amounts actually paid by the Overseas Member to the FLIP Consortium during each year of duration of these Terms and Conditions.

Article 14. Copyright
The Overseas Member acknowledges and agrees that all the copyrights to the FLIP Programs, including the rights under Article 27 and 28 of the Copyright Act of Japan, belong to National Research and Development Agency National Institute of Maritime, Port and Aviation Technology, General Incorporated Foundation Coastal Development Institute of Technology, Susumu Iai, General Incorporated Association FLIP Consortium and Kyohei Ueda (National Research and Development Agency National Institute of Maritime, Port and Aviation Technology, General Incorporated Foundation Coastal Development Institute of Technology, Susumu Iai, General Incorporated Association FLIP Consortium and Kyohei Ueda shall collectively be referred to as “the FLIP Copyright Owners”). In the event the Overseas Member produces any upgrades or advanced applications of the FLIP Programs (“Modified FLIP”), the Overseas Member shall grant to the FLIP Consortium a non-exclusive, worldwide, irrevocable, royalty-free license as well as the sub-license to use the Modified FLIP and to exercise all rights under copyright law with respect to such Modified FLIP, including without limitation the license which enables the FLIP Consortium to sub-license the Modified FLIP to the members of the FLIP Consortium. In the event the Overseas Member wishes to grant the license to use the Modified FLIP to any third party other than the FLIP Consortium, the Overseas Member shall obtain the approval by the FLIP Consortium. The Overseas Member shall not assert the moral right of author under Articles 18 (1), 19 (1) and 20 (1) of the Copyright Act of Japan to the Modified FLIP against the FLIP Copyright Owners.

Article 15. Trademarks and Patents
The Overseas Member acknowledges that all trademarks, trade names, designs,
patents and other industrial property rights used or embodied in the FLIP
Programs, whether registered or not, are the FLIP Consortium’s or the FLIP
Copyright Owners’ exclusive property. The Overseas Member shall not apply
for or register any industrial property right in connection with the FLIP
Programs. The Overseas Member shall not use any industrial property right
in connection with the FLIP Programs as its own industrial property right
for the Modified FLIP.

Article 16. Force Majeure
If the performance of any part of these Terms and Conditions is prevented,
restricted or interfered by riots, war, storm, fire, flood, earthquake,
lockout, labor strikes, legally effective orders from any government or
any judicial authority, or other similar incidents which are beyond the
control of the parties hereto, the FLIP Consortium shall be excused from
such performance and shall not be liable for loss or damage under these
Terms and Conditions to the extent of such prevention, restriction or interference.

Article 17. Disclosure of Production In the event the Overseas Member wishes
to disclose the contents or theories of the modifications produced by the
Overseas Member or the new applications added in the Modified FLIP by the
Overseas Member, the Overseas Member shall, in advance, disclose its production
to the FLIP Copyright Owners through the FLIP Consortium and shall obtain
the approval by the FLIP Copyright Owners. In the event the Overseas Member
discloses the production of analysis using the FLIP Programs or the Modified
FLIP, the Overseas Member shall follow “Important Note on FLIP ROSE® Program”
described in the FLIP ROSE® manual for quotation of the referenced documents.

Article 18. Compensation of Damages
If the FLIP Consortium has suffered any damage due to a breach of any of
the provisions of these Terms and Conditions by the Overseas Member, the
Overseas Member shall be liable for the damage caused to the FLIP Consortium.

Article 19. Governing Law
These Terms and Conditions shall be interpreted and construed according
to, and governed by, the laws of Japan. The Tokyo District Court of Japan
shall have exclusive jurisdiction to hear and settle any dispute under
or in connection with these Terms and Conditions.

Article 20. Entire Agreement and Amendments
These Terms and Conditions, together with the Articles of Incorporation
of the FLIP Consortium dated April 16, 2015, the FLIP Copyright Agreement
dated April 1, 2017 executed among the FLIP Copyright Owners and related
governing law, including those as amended after the Effective Date, sets
forth the entire agreement of the parties relating to the subject matter
hereof, and supersedes and replaces any prior agreement, understanding,
intent, irrespective of whether oral or written, between the parties hereto.
The FLIP Consortium reserves the right to amend or change these Terms and
Conditions. In the event of any amendment or change to these Terms and
Conditions, the FLIP Consortium shall notify the Overseas Member thereof.
If the Overseas Member continues to use the FLIP Programs after such amendment
or change, or fails to take steps to withdraw from its membership within
the period specified by the FLIP Consortium, the Overseas Member shall
be deemed to have agreed to such amendment or change to these Terms and
Conditions.

Article 21. No Assignment
Neither party may assign or delegate any rights or obligations under these
Terms and Conditions to any third party.

Article 22. Severability
If a court of competent jurisdiction holds that any provision of these
Terms and Conditions is invalid or unenforceable, the remaining portions
of these Terms and Conditions will remain in full force and effect, and
the parties will replace the invalid or unenforceable provision with a
valid and enforceable provision that achieves the original intention of
the parties to the fullest extent permissible by law.

Article 23. Confidentiality
The parties hereto agree that all information furnished by either party
to the other party identified as confidential will be deemed confidential
and will be maintained in confidence; and that such information may not
be disclosed to any other person or organization without the prior written
consent of the other party.

Article 24. Headings
The headings contained in these Terms and Conditions are for reference
purposes only and shall not affect in any way the meaning or interpretation
of these Terms and Conditions.

Article 25. Term and Termination of these Terms and Conditions
These Terms and Conditions shall come into force as of the Effective Date
and continue for an indefinite duration, unless these Terms and Conditions
are modified or superseded by its terms or terminated in accordance with
any of the conditions set forth below:
(1) Withdrawal of the Overseas Member from the membership;
(2) Expulsion of the Overseas Member by the FLIP Consortium; or
(3) Existence of difficulties in the operation of the FLIP Consortium
activities due to financial and other reasons.

Articles of Incorporation

This is an English translation for information purposes only. The Japanese
original shall serve as legally binding .

Chapter 1 General Provisions

(Name)
Article 1
1. The name of this association shall be General Incorporated Association
FLIP Consortium.
2. The English name of this association shall be the FLIP Consortium.

(Address of Head Office, etc.)
Article 2 This association’s address of head office shall be Kyoto City,
Kyoto, Japan.

(Aim and Activities)
Article 3 The aim of this association is to promote academic and engineering
science through research and development on upgrading and the advanced
use of the computer program Finite Element Analysis of Liquefaction Program
(“FLIP”), thereby advancing the state-of-practice in evaluating seismic
performance of social infrastructures. This association shall be engaged
in the following activities worldwide:
(1) Research and development on upgrading FLIP and promoting advanced applications thereof;
(2) Distributing FLIP and related manuals, allowing the use of FLIP within this association, hosting seminars for beginners and workshops/working groups for advanced users, and offering general technical support on FLIP;
(3) Promoting sales of FLIP to third parties and providing general technical
support in relation therewith;
(4) Performing analysis and investigation using FLIP; and
(5) Other activities for achieving the objectives of this association.

(Means of Notification)
Article 4 Notification by this association shall be made electronically. In case electronic means are not available for notification due to accident or other unavoidable reasons, it shall be made via the official gazette.

(Organizational Structure)
Article 5 This association shall have a council and an auditor.

Chapter 2 Members

(Types of Members)
Article 6
1. The members of this Association shall be the following five types and
the regular members and the special advisors shall be the voting members
under the Act on General Incorporated Associations and General Incorporated
Foundations (“the Associations Act”):
(1) Regular members: Juridical persons in Japan who endorse the aim of
and have joined this association and have records of advanced use of FLIP,
extensive transaction with this Association, and high performance in the
research and development of FLIP;
(2) Special advisors: Of the persons with experience and academic standing, etc., who endorse the aim of and have joined this association, persons who execute the activities of this Association;
(3) General members: Juridical persons or individuals in Japan who endorse
the aim of and have joined this association; and have records of advanced
use of FLIP, extensive transaction with this Association, and high performance
in the research and development of FLIP;
(4) Advisors: Persons of experience and academic standing, etc., who endorse
the aim of and have joined this association and give academic guidance
and advice on the activities of this association.
(5) User members: Juridical persons or individuals in Japan or overseas
who endorse the aim of and have joined this Association.

2. In paragraph 1 of this article, juridical persons or individuals in
Japan or overseas shall be defined by the following provisions:
(1) Individual in Japan: a natural person who has Japanese nationality
and is domiciled or resident in Japan.
(2) Juridical person in Japan: an entity which has been established by the laws and regulations of Japan and has its principal business office in Japan.
(3) Individual in Overseas: a natural person who is not the individual
in Japan as defined by item (1) in this paragraph.
(4) Overseas juridical person: a juridical person who is not the juridical
person in Japan as defined by item (2) in this paragraph. Overseas subsidiaries,
branches and offices of juridical persons in Japan are included in the
overseas juridical persons.

In the items (1) and (2) in this paragraph, such juridical persons or individuals
are excluded that, as deemed by this Association, are directly or indirectly
governed by overseas juridical persons.

(Admission to the Association)
Article 7 1. Persons wishing to become regular, general or user members
of the association shall submit an application form as set out separately
by the council, and obtain the approval of the council for regular and
general members and of the president or the director in charge for the
admission of user members.
2. Special advisors and advisors of this association shall be recommended
by the council, without any application form, and a consent of the recommended
persons must be obtained for such persons to become a member.
3. Paragraph 1 of this Article shall be accordingly applied to a change
of membership from one type to another.

(Obligation to Bear Operating Expenses)
Article 8 Regular, general and user members shall bear the admission fee and the annual membership dues as set out separately by the general meeting of members.

(Obligation of Management）
Article 9
1. The members and the former members of this association shall not transfer
any duplicate of FLIP (including modification or derivative made by the
members, hereinafter the same) to a third party nor permit a third party
to use FLIP.
2. The members and the former members of this association shall be obliged
to maintain FLIP so as to prevent the unauthorized transfer of FLIP to
any third party.

(Exemption from Liability)
Article 10 In no event shall this association be liable to the members
and the former members of this association for any reason whatsoever, regarding
any damage caused by the use of FLIP.

(Withdrawal from Membership)
Article 11 The members are free to withdraw from the membership at any
time by submitting a notice of withdrawal in the form as set out separately
by the council.

(Expulsion)
Article 12 If any of the following applies, such member may be expelled
from the association by a special resolution of the general meeting of
members as set out in paragraph 2 of Article 21:
(1) In the event of a breach of this Articles of Incorporation or other regulations;
(2) In the event of any act damaging the reputation of this association,
or contrary to the aims of this association; or
(3) Other events that warrant the expulsion.

(Loss of Eligibility)
Article 13 In addition to the events set forth in the preceding two articles,
a member shall lose its eligibility if any of the following applies:
(1) Failure to pay membership dues for one year or more;
(2) Upon agreement by all voting members; or
(3) In the event of death or dissolution of such member.
(4) In the event that a member no longer satisfies the requirements for qualifying the type of members set forth in the Articles of Incorporation or other rules of this Association. However, a member is allowed to be a member of other type, if the member meets the requirements for qualifying the other type and the change of type of members is approved by this Association as set forth in Article 7.

(Rights and Obligations after Loss of Membership)
Article 14
1. A member who is forfeited of its membership in accordance with the preceding
three articles shall be denied the rights of and freed from obligations
as a member of this association. A voting member who is forfeited of its
membership shall lose its status as a voting member under the Association
Act. However, the member who has lost its membership will be able to continue
its own use of FLIP, limited to the version of FLIP upgraded or enhanced
during its membership. No exemption may be granted to a member for any
obligations already incurred but not yet carried out at the time of loss
of membership.
2. This Association shall not refund the admission fee already paid in
the event of membership forfeit.

Chapter 3 General Meeting of Members

(Types)
Article 15 The types of general meeting of members of this association shall be the regular general meeting of members and the special general meeting of members.

(Composition)
Article 16 The general meeting of members shall be composed of all the voting members.

(Authority)
Article 17 The general meeting of members has the power to adopt resolutions on the matters listed below:
(1) Admission criteria, and the amount of membership dues and admission
fees;
(2) Expulsion of a member;
(3) Appointment and dismissal of the directors and auditors;
(4) The amount of or rules for remuneration to the directors and auditors;
(5) Approval on balance sheet and statement of earnings for each fiscal
year;
(6) Revision of the Article of Incorporation;
(7) Disposal of surplus assets;
(8) Dissolution;
(9) Items which the council has placed on the agenda for general meeting of members; and
(10) Other than the matters set forth in each of the preceding items, matters
stipulated by laws and regulations and this Articles of Incorporation.

(Convening of the General Meeting)
Article 18 A regular general meeting of members shall be held annually,
within three months after the end of each fiscal year. The special general
meeting of members shall be held when necessary.

(Convocation)
Article 19 The general meeting of members shall be convened by the president
based on the resolution of the council, unless specified otherwise by laws
or regulations.

(Chairperson)
Article 20 The chairperson of the general meeting of members shall be the
president. In the event of the president’s incapacity due to accidents
or otherwise, the chairperson shall be elected from the directors or voting
members present at such general meeting of members, in the order of the
directors and then the voting members present at such general meeting of
members.

(Resolution)
Article 21
1. Unless otherwise specified by laws or regulations or the Articles of
Incorporation, the adoption of resolutions of the general meeting of members
shall be made by a majority vote of the attending voting members and a
quorum of attendance of the majority of the voting members.
2. Notwithstanding the preceding paragraph, the adoption of the following matters requires the consent two thirds or more of the votes of the attending voting members and a quorum of attendance of the majority of the voting members, as a special resolution:
(1) Expulsion of a member;
(2) Revision of the Articles of Incorporation;
(3) Dissolution; and
(4) Any other matter stipulated by laws or regulations.
3. The number of voting members with a delegation of exercising voting
right in accordance with the provisions of Article 23 shall be included
in the number of voting members present at the meeting.
4. In resolving agendas on the appointment of director, a resolution on
each candidate in accordance with paragraph 1 shall be adopted.

(Voting Rights)
Article 22 Each voting member shall each have the right to one vote.

(Proxy)
Article 23
1. A voting member shall be entitled to appoint another voting member as
proxy to vote on its behalf in the event such voting member cannot attend
the general meeting of members.
2. In the case set forth in the preceding paragraph, such voting member or proxy shall submit a document proving the power of proxy to this association.

(Minutes)
Article 24 The minutes of the general meeting of members shall be recorded
in accordance with laws and regulations.

Chapter 4 Officers

(Officers)
Article 25
1. This association shall appoint the following number of officers: - directors: three persons or more; and - auditors: one person or more.
2. One of the directors shall be appointed as the representative director
and the representative director shall be the president.
3. A number of executive directors may be appointed from among the directors.

(Appointment)
Article 26
1. The directors and auditors of this association shall be appointed by the resolution of the general meeting of members.
2. The president shall be appointed from among the directors by the resolution
of the council.

(Restriction in Appointment of Directors)
Article 27
1. The number of the directors in marital status or within the third degree
of relationship or in other special relationship with a director of this
association shall not exceed one third of the total number of the directors.
The same applies to auditors.
2. An auditor shall not concurrently serve as a director or employee of this association or a subsidiary of this association.

(Administrative Authority of Directors)
Article 28
1. The president shall represent this association and execute his duties.
2. The president and each of the executive directors shall execute the
duties of this association as prescribed by the resolution of the council.
3. The president and each of the executive directors shall report to the council on the status of the execution of their duties two times or more with an interval of a period of more than four months for each fiscal year.

(Administrative Authority of Auditors)
Article 29
1. The auditors shall inspect the execution of duties of the director and
prepare audit reports in accordance with laws and regulations.
2. The auditors may ask the directors or employees to report on the business
and review the status of the activities and assets of this association
at any time.

(Term of Office)
Article 30
1. The term of office of a director shall end at the time of adjournment of the regular general meeting of members for the last fiscal year that ends within two calendar years after the appointment. The reappointment of a director shall not be precluded.
2. The term of office of an auditor shall end at the time of adjournment
of the regular general meeting of members for the last fiscal year that
ends within two calendar years after the appointment. The reappointment
of an auditor shall not be precluded.
3. The term of office of a director or auditor filling vacancy shall end
at the expiration of the term of office of the predecessor.
4. In the event the number of directors fails to meet the quota of directors as a result of retirement of a director at the full term or in the halfway, the rights and obligations of a director shall remain with him until a new person is appointed and accepts the office.

(Dismissal)
Article 31 An officer may be dismissed by a resolution of the general meeting of members. The dismissal of an auditor shall require a resolution specified in paragraph 2 of Article 21.

(Remuneration, etc.)
Article 32 Remuneration, bonuses, or other compensation received from this association for the execution of duties of officers (hereinafter “Remuneration, etc.”) shall be determined by a resolution of the general meeting of members.

(Partial Exemption or Limitation of Liability)
Article 33
1. If requirements under laws and regulations are met, this association
shall be able to release the indemnity liability of officers set forth
in paragraph 1, Article 111 of the Association Act subject to a resolution
of the council, to the extent of the amount computed by deducting the minimum
amount of liability specified in the laws and regulations from the amount
of the indemnity liability.
2. This association shall be able to conclude with an outside director
an agreement to limit the indemnity liability due to acts under Article
111 of the Association Act based on Article 115 of the same Act. The amount
of limitation of liability under such agreement shall be the amount specified
in laws and regulations.

Chapter 5 Council

(Composition)
Article 34 The council shall be comprised of all directors.

(Authority)
Article 35 The council shall execute the following duties in addition
to those specified in laws and regulations and the Articles of Incorporation:
(1) Determination of date, time, venue and the matters to put in agenda
of the general meeting of members;
(2) Enactment, amendment or abolishment of regulations;
(3) Decisions on execution of the activities of this association other than each of the items specified above;
(4) Supervising the execution of duties by the directors;
(5) Appointment and dismissal of the president; and
(6) Approval of admission and changes of types of members specified in Article 7 of the Articles of Incorporation.

(Convocation)
Article 36
1. The council shall be convened by the president unless otherwise specified
in laws or regulations. In the event of incapacity of a president due to
reasons such as accidents, by another director shall convene the council.
2. The directors other than the president may request the president to
convene the council by indicating the matters which are the purposes of
the meeting.
3. When the auditors deem it to be necessary, the auditors may request the president to convene the council.

(Chairperson)
Article 37 The council shall be chaired by the president unless otherwise specified in laws and regulations.

(Resolutions)
Article 38 The adoption of resolutions of the council requires the consent of the majority of the directors attending the meeting with a quorum of the majority of the directors being present.

(Omission of Resolutions and Reports)
Article 39
1. If a director proposes a matter which is the purpose of resolution by
the council to be resolved by the council and all the directors who are
able to participate in the resolution of such proposal express their consent
in writing or by electronic means, the proposal shall be deemed to have
been resolved by the council. However, this shall not apply if an auditor
objects.
2. If a director or auditor makes a report on the matters to be reported
at the council to all directors and auditors, such matters are not required
to be reported at the council. However, this shall not apply for the report
on the matters specified in paragraph 3 of Article 28.

(Minutes of Meeting)
Article 40
1. The minutes of the meetings of the council shall be made in accordance with laws and regulations.
2. The directors and auditors who attended the council shall sign or affix
their names and seals to the minutes in the preceding paragraph.

(Delegation of Authority)
Article 41 The matters necessary to execute the activities of this association other than those specified in the Articles of Incorporation shall be set forth separately by the resolution of the council.

Chapter 6 Funds

(Offering of Contribution of Funds)
Article 42 The association may offer contributions of funds.

(Rights of Contributors)
Article 43 The funds contributed shall not be returned before the due date agreed upon with the contributor.

(Procedures for Returning Funds)
Article 44 The return of funds to the contributors shall be made in accordance
with the resolution of the council after the total amount of funds to be
returned is resolved by the regular general meeting of members.

Chapter 7 Accounts

(Fiscal Year)
Article 45 The fiscal year of the association shall be from July 1 to June 30 of the next year for each year, annually.

(Business Plan and Budget)
Article 46
1. The business plan and budget of this association consisting of the following
documents shall be prepared by the date before the first date of every
fiscal year by the president and approved by the council. The same shall
apply to the amendment of the business plan and budget:
(1) Business plan;
(2) Budget; and
(3) Documents prescribing the expected financing arrangements and capital
investments.
2. Notwithstanding the preceding paragraph, in the event the budget is
not approved due to unavoidable reasons, the president may, in accordance
with the resolution of the council, execute the earnings and spendings
based on the budget of the previous fiscal year until the date the budget
is approved.
3. The execution of the earnings and spendings stated in the previous paragraph shall be regarded as the earnings and spendings of the newly approved budget.

(Business Reports and Settlement of Accounts)
Article 47
1. The business reports and settlement of accounts of this association
for a particular fiscal year consisting of the following documents shall
be prepared after every fiscal year by the president to be audited by the
Auditor and approved by the council:
(1) Business report and supporting schedules; and
(2) Balance sheet and statement of earnings and supporting schedules thereof.
2. The business report shall be submitted and reported to the regular general
meeting of members by the president.
3. The balance sheet and statement of earnings shall be submitted to the
regular general meeting of members by the president and shall be approved
by the regular general meeting of members.
4. The documents reported or approved in accordance with this article and the audit reports shall be kept at the main office for five years, and the Articles of Incorporation and list of voting members shall also be kept at the main office.

(Prohibition of Dividend of Surplus)
Article 48 This association shall not distribute dividend of surplus.

Chapter 8 Dissolution

(Residual Assets)
Article 49 When dissolving the association, the attribution of the residual assets of this association shall be made by a resolution of the general meeting of members to the Public Interest Incorporated Associations, Public Interest Incorporated Foundations, or other Associations listed in (a) through (g) of item 17, Article 5 of in the Act on Authorization of Public Interest Incorporated Associations, Public Interest Incorporated Foundations.

Supplementary Provisions
The Articles of Incorporation shall be applied from April 1, 2011 and shall
be effective from August 3, 2011.

Supplementary Provisions
The Articles of Incorporation shall be applied and effective from September
18, 2013.

Supplementary Provisions
1. The Articles of Incorporation shall be applied from April 16, 2015 and
shall be effective from July 1, 2015.
2. For the member who had already been a member at the time of the enforcement
of the Articles of Incorporation as set forth in the preceding paragraph,
the definitions of types of membership in Article 6 shall remain the same
as those given in the Articles of Incorporation applied and effective from
September 18, 2013.

I agree to the above "FLIP Consortium Overseas Membership Terms and Condition" and "Articles of Incorporation".